Orihime's Role Model
by whackybiscuit
Summary: After hearing that Orihime had always looked up to her, Yoruichi decides to toughen her up and train her, though things get to be a little tense when it comes to Orihime's new training outfit... OrihimeXYoruichi. New chapter up!
1. Orihime's Role Model

Orihime's Role Model  
YoruichiXOrihime

 **Disclaimer: I don't own Bleach.  
Warning: Lemon! Yuri!**

 _ **After Ichigo got his powers back….  
**_ **Orihime's Apartment  
Yoruichi POV**

The former Soul Reaper knocked on the door of Orihime's apartment and waited. She was sure Orihime was at home but was hoping that she wasn't intruding on anything personal. Something that she'd always tried to do was to keep out of Ichigo's and his friends lives as much as she could. Their lives were hard enough as is with their normal human struggles, why should she interfere?

Finally the door opened and there stood Orihime in the doorway, looking happy to see the werecat. "Yoruichi! Are you here for the bread Mr. Urahara ordered?"

Yoruichi smiled in eagerness. Lately, Urahara had been ordering bread from Orihime's bakery and sharing with the werecat, who absolutely loved it. "Of course. I've been waiting patiently all week for your bread!"

Orihime beamed with pride. "Goody!" she cheered. "Please come in while I go get your bag."

Yoruichi entered the apartment, smelling the scents of Orihime's unique food combinations coming from the kitchen. It made her stomach rumble and her appetite for her delicious bread grow even more.

However, as Orihime entered the kitchen, Yoruichi saw something when she peeked into her bedroom, curious for how the girl lived in the small apartment. She saw to her surprise sitting on the bed along with a number of stuffed animals a patchwork doll of…herself? Walking over to the doll she picked it up. There was no doubt that this was supposed to be her; the purple hair, yellow button eyes and orange shirt and black pants were a dead giveaway. She smiled at the stuffed her, it looked so cute!

"Yoruichi! I have your bread-oh! " Orihime saw Yoruichi her Yoruichi doll and blushed madly. "Oh, that's just something I made in crafts class!" she quickly said, embarrassed.

"Don't be embarrassed, Orihime. I'm quite flattered," Yoruichi said with a grin. "But why'd you make a doll of me?"

Orihime stared at the doll and then the floor, a bit ashamed. "Well, it's just…"

"It's just what?" asked Yoruichi.

"It's just…you've always been kind of a role model for me…."

Yoruichi looked at her with an amused look. She'd known that she had a tendency for people to admire her, what with Soi-Fon and Byakuya (though she knew he'd never admit it out loud) but hearing it from the shy, cute Orihime was something else. "Oh really?"

"Yeah, it's just… you're everything I'd always wanted to be." Orihime continued to look at the floor, a bit saddened. "You're everything I could never be…."

Sitting down, Yoruichi patted the space next to her. "What do you mean? You're a beautiful, kind young woman, Orihime. Don't let your insecurities cloud your self-confidence."

As Orihime sat down, she took the doll from her hands and stared at it. "Well, you're so tough and powerful, you don't really need anyone to protect you. Not only that but you're so graceful in a way I could never be. I tried to be strong like you but…" Orihime shook her head. "All I did was cause even more problems. But you…you fought Aizen with your bare hands! You have the kind of strength that I could never have…."

She was interrupted when Yoruichi wrapped her in a warm hug. "Orihime, you've always had strength. Nobody weak would've made the decision to protect their friends the way you did. You're strong, never doubt that. But…." An idea came to her….

"What?"

"Hmm, perhaps I can help you feel more self-confident, Orihime!" Nodding to herself, Yoruichi grinned. "Alright, I'll train you!"

"But…but you already trained me," Orihime said confused.

"No no no!" Yoruichi wagged a finger. "Not in your Shun Shun Rikka. In Hakuda: hand to hand combat! Ichigo tells me you're pretty good at fighting, are you not?"

"Well…I do spar with Tatsuki a lot at the dojo."

"Well then, I'll toughen you up by teaching you Soul Reaper Hakuda. And then I'll teach you Shunko!" she declared.

"But I'm not a Soul Reaper!" Orihime insisted.

"True, but when I think about it, you _are_ as close to a Soul Reaper as a human can get. Your Shun Shun Rikka is your version of a zanpakuto. Even Hachi admitted that. And the fact that you can use Kukkaku's cannonball shows that you can regulate spirit energy the same way Soul Reapers can." She ran a hand through Orihime's burnt-orange hair, making the girl sigh from the comforting gesture. "Don't worry, I'll make you tough. But first, I'll need to get you proper sparring clothes."

Orihime looked at her curiously. "What sparring clothes?"

Yoruichi merely sat there grinning….

 _ **Several Days Later….  
**_ **Soul Society: Yoruichi's secret hideout beneath the Sokyoku Hill  
Orihime POV**

"Yoruichi! I can't wear this!" Orihime cried out embarrassingly as she stood in her training outfit. "It's so skimpy!"

The werecat had given Orihime one of her sparring outfits, a duplicate of the one she wore when she fought against Aizen during the winter war. The black outfit clung to Orihime's shapely body in ways that she had never fathomed. It felt tight around her chest, with nothing covering her bare back, her boobs bouncing with each step since she no longer wore a bra and the outfit couldn't keep all of it covered, her cleavage peeking out from the sides. Even more so than that, she felt like most of her butt was showing in the back. She wore shoes but her legs had no covering, revealing her smooth legs and tonged thighs. Not only that, but the outfit felt uncomfortable as it rubbed against her bare cooch. ' _Did she really fight Aizen wearing this?"_

Yoruichi stood before the girl dressed in an identical outfit. The werecat was grinning as she saw her student in her outfit, admiring the teen's shapely features showing through the thin black garment. "Don't worry, Orihime. You look fine! Like a real Commander of the Stealth Force. And don't worry, few people know about this place so you won't have to worry about people seeing you. Besides," she said with a sly grin. "You look quite sexy in that outfit!"

Orihime blushed at the admission. She could see Yoruichi's wandering eyes and the thought made her feel dirty. "Are you sure?" she asked, still keeping her chest covered with her arms as she was afraid her breasts might spill out.

"Just relax, Orihime. It's just the two of us. Now then, we'll start off with warm up exercises." Walking up next to her, Yoruichi squatted and began doing leg stretches. Orihime hesitantly followed suit, her hazel eyes looking over the woman. Like her, most of Yoruichi's assets were on display, though the werecat was less modest as she was. Her cheeks went pink as Yoruichi stood up and stretched her quadriceps, making her breasts bounce as she did….

For several tense minutes, Orihime followed Yoruichi's movements, feeling her muscles warm up. Turning to Yoruichi, her blush returned when she saw Yoruichi stare at her barely covered booty. "Yoruichi!" Orihime squealed embarrassingly as she tried to cover her backside.

Chuckling at Orihime's modesty, Yoruichi patted her head. "Sorry, couldn't help myself, Orihime. You have a cute butt!" Orihime's entire face turned red. "But now now, no need for modesty. You're here for training so let's get to it!"

 _ **Much Later That Day….  
**_ **Yoruichi POV**

The former werecat had to admit, despite Orihime's shy, gentle demeanor, she knew how to put up a fight when it came to hand-to-hand. While her technique was not as refined or as skilled as the style used by members of the Stealth Force, Orihime did show skill when it came to fighting. ' _If only she had the self-confidence to use that skill…'_ Yoruichi noted.

Even more remarkable was her ability to use Shunko. As Yoruichi had suspected, Orihime was able to use the technique like a soul reaper could, learning the basics for the technique at an astonishingly quick rate. While it wasn't anywhere near completion by any means, Orihime was able to understand the principles behind the technique, though instead of a white spiritual pressure like hers and Soi-Fon's, Orihime's spiritual pressure lit up gold, like her Shun Shun Rikka attacks. She saw that Orihime's elemental affinity, in contrast to Yoruichi's lightning type, was wind, just like Soi-Fon's. ' _Wind, eh? Maybe that's because she's an airhead….'_ Yoruichi giggled at her own joke.

But more importantly, Yoruichi kept admiring Orihime's beautiful body. As a Soul Reaper who'd lived through several centuries, she'd had more than enough time to experiment with her sexuality and was comfortable with the fact that she swung both ways, being bi. And seeing Orihime in such a skimpy, revealing outfit just pushed all the right buttons. Every chance she got she'd tease Orihime, giving her butt a nice smack ("You're too distracted," she'd say) or giving her breasts a quick squeeze when they stopped to eat lunch ("Tag! You're it!") and giving continuous glances to her bouncy ass or her barely covered pussy. Just the thought of having the pretty girl all to herself made her lower half begin to moisten in anticipation.

Orihime was feeling both empowered and uncomfortable. While she did have trouble controlling such a large amount of power, getting blown about like a leaf in the wind when she lost focus, she did feel stronger and she was getting used to the new outfit. She understood why it left her backside exposed, despite her reservations. If she'd been wearing her usual shirt it would've been blasted off, leaving her chest completely exposed. She knew she'd die of shame if any of her friends were around to see that happen, especially Ichigo.

By the time they'd stopped, it was well into the evening. Orihime panted as she bent over, her body covered in sweat. "Wow…that technique's so amazing. I'm completely exhausted," she groaned. Behind her Yoruichi was staring at her butt and was losing all semblance of restraint just looking at it….

"You're the amazing one, Orihime. Learning the basics of the technique in one day," Yoruichi noted as she walked up behind her. The orangette turned her head and gasped as the werecat wrapped her arms around her waist, pressing her well-endowed chest against Orihime's bare back. "Like I thought, Orihime, you're a remarkable young lady." Orihime blushed when her hands cupped her bouncy tits. "And this outfit makes you sooo sexy, I just can't hold myself back anymore…" she purred into her ear.

Orihime wanted to break away from Yoruichi and tell her to stop, but she was exhausted and the way Yoruichi was pressing against her while grasping her large melons felt so good. "Yoruichi…" she weakly said, turning her head to face her mentor. Yoruichi silenced her with a deep kiss. The girl melted into it as she felt Yoruichi's embrace tighten around her. As Yoruichi's lips left hers, Orihime almost felt disappointed. It wasn't her first time kissing a girl; one time she'd kissed Tatsuki on a dare, but Yoruichi's lips felt so soft and warm in comparison to the quick kiss she gave to her friend. It made her want more, even when part of her told her that this was wrong. "Yoruichi…."

Smiling sweetly, Yoruichi kissed her forehead. "I'm sorry, Orihime. I know that you have a crush on Ichigo, but looking at you know, I just can't hold back anymore…." Her hands grip on Orihime's breasts tightened. The orangette gasped as she felt Yoruichi's fingers go to her hardened nipples, the pink nubs poking through the thin black fabric. "Oooh! Somebody's aroused," Yoruichi purred into her ear. Orihime cried out in pleasure as her fingers pinched her nipples, the woman pulling on them until her boobs stretched. Orihime's vision became hazy as she pressed her butt against Yoruichi's hips, feeling the woman's cool skin touch her own heated flesh.

Dipping her head, Yoruichi dragged her tongue up Orihime's slender neck, sighing at the salty taste of Orihime's sweat. Her breasts pushed against the teen's back, making Orihime coo in pleasure. Goosebumps erupted on Orihime's skin as Yoruichi's delicate hands traveled down her bare sides, touching her intimately as they made their way down. "Ah!" Orihime groaned when the fingers reached the spot between her legs. As Yoruichi began to rub her through her outfit, Orihime's arms reached up and around her, hugging on Yoruichi's neck. Her eyes widened when Yoruichi's hands gripped her outfit, her left hand grabbing it up above her wet pussy and her right hand grabbing it at her ass. "Yoruichi!" Orihime cried when the werecat pulled up on them, giving her a massive wedgie.

"Heheheh, Orihime, look how wet you are," Yoruichi teased as she licked her neck again. Bringing her lips up to her ear, Yoruichi sensually licked her earlobe, making Orihime gasp at the feeling of her wet tongue swiping against her ear. "I never knew you were such a dirty girl. It's such a turn on…"

"No…" Orihime weakly moaned as she tried to fight the feeling. The thin piece of fabric dug against her wet pink lips, making it harder for her to resist. "I'm not a dirty girl…."

Yoruichi grinned at Orihime's denial. The innocent were always so much fun to play with. "Well then, I'll just have to keep it up until you admit it!" Orihime cried out in pleasure as Yoruichi continued to give her an erotic wedgie. The werecat even went so far as to use her strength to lift up Orihime, leaving her wailing as she dangled in the air, feeling the outfit dig into her pussy harder. She saw Orihime's juices start to drip down between her legs and grinned wider. "Admit it, Orihime and I'll let you down."

Orihime's eyes watered from the feeling. ' _It hurts, but it hurts so goooood!'_ "Ah! Ohhh!" she moaned as Yoruichi began to bounce her up and down like a yoyo, making her head spin. "Yes! I like it! I'm such a dirty girl!" she screamed, her mind flaring white. Without even realizing it, she'd spread her legs wide, letting the thin strip of fabric wedge right into her lips and asscrack.

Yoruichi could tell that her student was close to cumming and stopped, wanting to enjoy the moment with her. "Good girl. It's better that you admit it. And since you'll be honest, you'll get a reward." She let her down onto her feet and hugged her tight again, breathing into her ear as Orihime panted like a bitch in heat. "Bend over and grab your ankles," she ordered. Nodding and burning with want, Orihime bent over, showing off her round firm booty being hugged by the tight outfit. Yoruichi licked her lips as she palmed her juicy cheeks. "Ooooh, look at this!" she cheekily smirked as she squeezed the white buns. Leaning forward, Yoruichi dragged her tongue across the exposed parts of her butt, loving the taste of Orihime on her tongue. Turning her attention to Orihime's sopping wet crotch, Yoruichi buried her face in Orihime's ass, sniffing the girl's musk. The scent of the teen made Yoruichi's brain short-circuit out of desire.

Orihime yelped when she felt Yoruichi's face press into her crotch. "Yoruichi! That's dirty!" she cried out embarrassed. The werecat merely chuckled as she gripped Orihime's slender thighs, continuing to sniff Orihime's pussy as she became lost in her smell. Orihime started to become light as she looked over and saw what Yoruichi was doing, her face matching her hair as she took in the erotic scene.

Yoruichi couldn't get enough of the girl's musk, but soon she began to want more. Not even caring that the outfit was in her way, Yoruichi's tongue peaked out of her lips and slowly lapped at Orihime's pussy. Her tongue ran against the thin black fabric covering Orihime's most private spot, not caring as the rough fabric brushed against her tongue, wanting to taste Orihime's sweet nectar. Still bent over, Orihime could do nothing but moan and pant as her mentor began the slow and erotic act of cunnilingus.

The werecat's eyes closed as she began to eat out her student. She loved the taste of Orihime as her juices dripped from her pussy, soaking the outfit completely. Deciding that she'd had enough of dealing with the obstructive garment Yoruichi hooked it with her finger and pushed it aside, revealing Orihime's moist, pink lips. "It's so cute!" Yoruichi teased as she ran her tongue against her wet folds.

"Yoruchi!" Orihime cried embarrassed as Yoruichi spread her lips. "Don't look!" she pleaded. Though as much as she wanted Yoruichi to do as she asked part of her felt a certain thrill watching her mentor stare up at her honeypot.

"Don't be embarrassed, Orihime," Yoruichi said bringing her face closer to the girl's cooch. "It's so pink and pretty, I want another taste!" Orihime cried out in ecstasy as Yoruichi's tongue dove into her moist core, eagerly licking the girl in all her sensitive spots. Yoruichi's hands were not idle as well. Her dark hands continued to palm Orihime's bouncy booty and dig her fingers into the white cheeks.

Orihime was seeing stars. Yoruichi knew how to lick a girl in all the right places! "Ohhhh! Yoruichi! That feels so good! I feel so goooood!" she moaned heatedly, her legs starting to wobble. Still bent over, Orihime had to fight with all her remaining strength not to fall over; a losing battle since every second she was weakening, getting closer and closer to sweet release.

Letting go of Orihime's cheek with one hand, Yoruichi rubbed a finger against Orihime's slit, letting it get nice and wet. Before the human knew it, Yoruichi slipped the wet digit inside, enjoying the feel of Orihime's tight walls enveloping her. ' _Oooh, what it would feel like to fist her,'_ Yoruichi thought. ' _Maybe next time,'_ she mused with a chuckle.

When she felt Yoruichi begin to assault her clit with her tongue, Orihime was driven over the edge. "OHHHHHH!" she screamed as she came, spraying her juices all over Yoruichi's face. "IT FEELS SO GOOD!"

As her face became soaked with her sticky juices, Yoruichi closed her eyes and sighed as she opened her mouth, letting several drops of Orihime land on her tongue. Swallowing it, Yoruichi licked her lips in an attempt to taste more. "Mmmh, you taste delicious, Orihime!" she said as she licked her lips clean. Seeing the swaying Orihime, Yoruichi quickly held onto her and laid her gently on the ground. "Heheh, I guess that was a little too much for you to handle all at once."

As Orihime rolled onto her back, Yoruichi took in her debauched look of pleasure and had to struggle not to cum from the sight. "Yoruichi…" Orihime cooed after several minutes, her mind beginning to refocus. "I…I…."

"Yes?" Yoruichi asked lying down next to her. She ran a hand through her orange sweaty hair and smiled, knowing what was on the girl's mind. "Speak up, Orihime."

"I…I want…" Orihime's face turned red again as she said what she wanted to say. "I want to lick you too!" she cried out loud, her eyes squeezing shut in embarrassment. She opened them when she felt Yoruichi's lips against hers. She moaned as Yoruichi's tongue dipped into her mouth, tasting her own juices on the Soul Reaper's tongue. "Mmmmh!"

Pulling away, Yoruichi sat up and scooted away from Orihime just enough to give herself some leg room. Grinning from ear to ear, Yoruichi spread her legs wide, showing her wet crotch just barely concealed by the black outfit. "Go ahead, Orihime. Lick me for as long as you like," she said with a smirk.

Orihime sat up and crawled over to the former captain. Reaching her, Orihime leaned down and buried her face into Yoruichi's crotch, mirroring the older woman's previous actions and losing herself in the werecat's scent. The smell of Yoruichi's musk made Orihime's head spin. Yoruichi chuckled as Orihime sniffed her pussy. Her legs spread wider when she felt Orihime move the black cloth covering her aside, revealing her wet pussy. "Yoruichi's pussy…" Orihime cooed before gingerly licking the soft folds. "It…it tastes good…."

Yoruichi's head rolled back as Orihime ate her out. Putting a hand on Orihime's head, Yoruichi sighed as she felt Orihime's hot tongue run up against her wet folds. "Ohhh, that feels good," she moaned. Feeling her nipples rub harshly against the outfit, she grabbed the thin black outfit's front and slid the sides towards her center, letting her dark-skinned breasts out. Cupping one of the huge mounds, she thumbed her hard nipple and pushed Orihime's face into her snatch harder as her mind became hazy with pleasure. "Hahhh, Orihime! Lick me more!" she pleaded.

As Orihime gripped Yoruichi's sexy thighs, she wormed her tongue deeper into the werecat's pussy, making Yoruichi pant and moan lewdly, her juices staining the teen's tongue. Already close from teasing Orihime, it didn't take her long for fireworks to go off in her head. "Ah! AHH! AHHHH!" she screamed as she came, her juices shooting into Orihime's waiting mouth.

Tasting her mentor's love juices made Orihime's head swim with pleasure. Pulling away, Orihime wiped her mouth of the sticky fluid and panted, her own pussy starting to heat up again. Sitting up, she looked over at her mentor with a happy smile. "Yoruichi…."

Returning her smile, Yoruichi gave Orihime a quick kiss. She enjoyed how Orihime's lips kept her own taste, Orihime moaning into the kiss as she could taste both of their flavors mixing into an erotic cocktail on their lips. As the kiss broke, a sticky strand of saliva still connecting them, Yoruichi pushed Orihime onto her back. Noticing how her pussy was still exposed, Yoruichi grinned as she lay back as well. "Orihime, you sure know how to turn a girl on!" She grabbed Orihime's legs and pulled her close. "It makes me want you even more!"

Orihime's eyes widened as Yoruichi pressed her own pussy against her wet cooch. "Oh! Yoruichi!" she cried, practically screaming at this point. "It feels so good!" She clawed at the ground as she returned Yoruichi's eagerness with her own, pushing back against her and making sparks of pleasure jolt throughout her body. Yoruichi threw her head back and moaned like a whore as she scissored Orihime, her hands going to her breasts and fondling them, teasing her dark nipples as she continued to push against her student. The wet sound of their pussies coming together filled the chamber, sounding like an erotic melody in their ears. Feeling frisky, Orihime reached down and rubbed her swollen clit, teasing the overly sensitive nub and making her back arch, her vison blurring white. "Ah! Yoruichi!" Orihime screamed as she felt the bubble inside her pop. "YORUICHIIIII!"

Feeling Orihime's juices spray all over her sensitive honeypot drove Yoruichi over the edge. "AH! AHHHHH!" she screamed along with her student as she came, her juices staining Orihime's white skin.

The two girls lay on the ground panting, Orihime feeling exhausted. Sitting up, Yoruichi crawled over to the girl and lay beside her, pulling her head against her bosom. Orihime sighed as she snuggled into Yoruichi's embrace, feeling the woman's warm body press against hers. Yoruichi smiled when she saw Orihime's fluttering eyes. "Sleep, Orihime. We can pick back up tomorrow." Nodding, Orihime quickly fell asleep, her soft snoring reverberating in her bosom.

Yoruichi smiled as she felt exhaustion take her. "Hmm, gotta remember to get Orihime another cute outfit tomorrow," she noted before falling asleep….

The End


	2. Thundercats

Chapter 2: Thundercat  
OrihimeXYoruichi

 **A.N.: Please R &R. I read the latest chapters of Bleach, and honestly: How could I NOT make a chapter about Yoruichi's new form?  
Disclaimer: I don't own Bleach.  
Warning: Lemon! Yuri!**

 _ **Several Days Later….  
**_ **Underground Training Room  
Orihime POV**

"Huff…huff…." Orihime panted, dropping to her hands and knees, her body covered in dirt and sweat. "I don't think I've ever been so exhausted…."

A hand touched her shoulder and she looked up to see the smiling face of Yoruichi. "Well, it's to be expected. You have been training hard the past few days. Why don't we take a break?" Helping her up, Yoruichi put an arm around Orihime's waist, leading her to the hot springs.

A harsh blush erupted on Orihime's cheeks as Yoruichi began to undress her, striping her of her skimpy black training outfit. While they'd had a few more intimate moments, it still embarrassed Orihime whenever Yoruichi got frisky, although at the moment she was grateful since she was so tired she could barely move her arms. She sighed heavenly as Yoruichi lowered her into the hot spring, the werecat entering moments later and sitting right next to her. "So what do you think, Yoruichi?"

Grinning, Yoruichi patted her head. "You're doing excellent! You've really come along way. Your Shunko isn't perfect, but then again it took me and Soi-Fon years to perfect our techniques. Even Yushiro hasn't mastered it, and I taught it to him only a little while ago."

"Yushiro?" asked Orihime with a question mark hanging over her head.

Sitting back against the edge of the hot spring, Yoruichi undid her ponytail. "My little brother. He's the head of the Shihoin Clan now that I've abdicated. He has a fire-type Shunko. But that's beside the point." She smiled sweetly at her student. "You've become quite the fighter, Orihime. I'd bet you'd even give Ichigo a run for his money."

Orihime giggled at that, though she hoped that that would never be the case. Closing her eyes though, she was bombarded by thoughts of fighting Ichigo and, since this is Orihime we're talking about, soon the daydream escalated as she imagined herself transforming into a wind butterfly sprite. As she envisioned such a grandiose form, a question came to her. "Hey Yoruichi? I have a question about Shunko."

"What is it?" asked Yoruichi as she washed herself.

"Is Shunko kind of like your Bankai? You don't use a zanpakuto, so I was wondering if it has a higher form or something that you turn into." Orihime looked at her mentor with an inquisitive eye, hopeful.

Yoruichi hesitated before answering. "Well… in a way, yes. I've trained my Shunko and created a form that fits my lightning nature: Raijin Senkei, or Thunder God War Form in your tongue."

"Oh really!" Orihime gasped, giddy as she became excited at the prospects. "Can you show me?"

The Flash Goddess tapped her chin. "Hmm… I don't see why not. Hang on," she stood up out of the water, revealing her voluptuous, wet, naked body to the girl. "I should probably get out. If I activate my Shunko here, I'd probably electrocute you." Not even bothering to dry herself off or put on some clothes, Yoruichi climbed out of the hot spring and walked several feet away from the bathing Orihime.

"Shunko: Raijin Senkei!"

Orihime watched in awe as lightning erupted from Yoruichi's beautiful form, activating her Shunko. Her eyes widened as part of her hair glowed and stuck up, looking like horns. Her lightning arched and warped behind her back, looking like a ring of electric drums behind her. Orihime could understand why she called it Thunder God War Form; she did indeed look like a god of thunder; or in Yoruichi's case a goddess.

The orangette sat there in the hot spring mystified by Yoruichi's beautiful form. "Wow! That's amazing, Yoruichi!" She thought about her own Shunko and wondered if she could make a Wind God form…. "So is that your ultimate attack?"

Yoruichi was about to say yes when she hesitated. "Well, there is one more form I can take but…."

Orihime looked at the woman confused. "But what?"

Staring at the ground, Yoruichi's face became that of repulsed. "I do have another form which takes this to a whole new level… but it's such an undignified, half-cocked transformation that I hate it with all my being…."

"Oh…." Orihime frowned in disappointment. "Um…if it's not too much trouble…" asked Orihime, her curiosity getting the better of her, "Could you show me for just a few seconds?"

Yoruichi stared at Orihime, still radiating power. She looked around, contemplating Orihime's request. She didn't see any real negatives to revealing her final form, since nobody else was around to see her like it. Hoping that Kisuke didn't set up any cameras, Yoruichi decided to relent; since she had been training hard she figured she could give Orihime a break. "Ok. Just for a few seconds, alright?"

"Yay!" cheered Orihime, splashing around in the hot spring before getting out.

Yoruichi crouched down on all fours, like a cat ready to pounce. Orihime braced herself as Yoruichi was engulfed by a torrent of lightning. Before she completely transformed, Orihime heard her say the transformation's name….

"Shunko: Raijin Senkei: Shunryu Kokyubo Senki."

As Yoruichi's new form was revealed, Orihime understood why the name meant Flash God Black Cat Warrior Princess. Yoruichi looked like she'd fused her animal transformation with her Shunko. Now crouching on all forms, Yoruichi's lightning horns had changed to look like lightning cat-ears. Her arms and legs were covered in white lightning, claws on the end of her fingers and toes. Her breasts and crotch were only barely covered by an aura of lightning. What surprised Orihime the most was the tail swishing around on Yoruichi's backside. With her cat-like tongue sticking out, Orihime thought that the werecat looked absolutely adorable. "Aww! She's not undignified. She just looks cute, that's all," Orihime murmured as she stared in complete awe of her mentor's final form. "Ok Yoruichi, you can turn back to normal now." She watched in confusion as Yoruichi started to lick her paw just like a cat. "Um…Yoruichi?" She took a step forward and Yoruichi's head turned to face her in an instant, scaring Orihime.

"Meow?"

Orihime blinked. ' _Did she just meow at me?'_ "Yoruichi?"

"Meow…" Yoruichi purred as she walked over to Orihime on all fours, her tail swishing back and forth. Confused at what Yoruichi was doing, Orihime stayed still as her mentor pushed her head into Orihime's stomach. The orangette could feel her body tingle as the lightning radiating from her body came into contact with Orihime's wet body. "Meow…" Yoruichi sighed as she began to lick her stomach. Orihime gasped as her electric tongue touched her wet skin, making arcs of lightning spark off her body. Through the tingling sensation, Orihime realized what was happening.

Yoruichi could no longer understand human speech. Her mind was literally that of a cat. "Yoruichi…" Orihime murmured, taking a step back. She didn't know what to do here. She didn't expect anything like this… "Hey!" Orihime cried out as Yoruichi pushed her to the ground, licking her way up her front.

Orihime's hands clawed at the ground as Yoruichi began to lovingly dote on her breasts. "Yor…Yoruichi!" Orihime moaned as Yoruichi's shocking tongue lapped at her nipples. "Milks not gonna come out, you know!"

"Meow…." Yoruichi backed off disappointingly. Orihime sat up and watched as Yoruichi stretched out her back, laying on the ground and sighing contentedly.

Orihime had stars in her eyes as she watched Yoruichi purr while curled up in a ball, her tail swishing back and forth. ' _Oh my goodness! She's so…so… ADORABLE!'_

Unable to resist, Orihime crawled over to the lounging Yoruichi. "Teehee! Aww! Here kitty…" Orihime cooed as she reached out, tentatively putting a hand on Yoruichi's hand. To her neverending delight, Yoruichi purred as she began to scratch behind her lightning "Cat-ears". "Oh my gosh! This is so much fun!" Orihime giggled. Going further, Orihime reached lower and began to pet her tail. "Oh my! It feels so real!"

Yoruichi laid her head in Orihime's naked lap, purring happily as Orihime petted her. Blushing madly, Orihime put a hand on her belly, feeling her Shunko power radiate as she began to rub it. "This is so cute!"

Orihime's petting was interrupted when Yoruichi looked up, a curious gaze in the werecat's eyes. The human giggled as her mentor licked her cheek before she gasped in surprise when Yoruichi pushed her onto her back, her tongue entering Orihime's gaping mouth. To Orihime it was like she was being kissed by a fountain of power. Every fiber of Orihime's body tingled as Yoruichi's lightning came into contact with her body. "Mmmmh…" Orihime moaned, her head spinning. Her eyes widened as Yoruichi pressed a knee to her dripping pussy. "Yoruichi!"

"Meow!" Yoruichi purred into her ear, her eyes rolling into the back of her head as Orihime responded. All that came out of Orihime's mouth now was moans as Yoruichi pressed her knee against her harder, her breasts rubbing together with hers. As Yoruichi devoured Orihime's mouth again, it finally dawned on Orihime why Yoruichi was so frisky, and it wasn't because she was in her normal horny attitude. ' _Wait…it's spring in the Soul Society… and her body is just like a cat's now… she's in heat!'_

The heat of the hot springs couldn't match up to the erotic flame that was Orihime and Yoruichi. The orangette's mind fogged up as she gripped Yoruichi's ass, returning the werecat's kisses with her own. Pulling away from Orihime's pink lips, Yoruichi purred away as Orihime ran a hand up her back, making the lightning shooting out of her become even more intense. "MEOOOOOW!" Yoruichi screamed with her head thrown back. Orihime could feel her knee become soaked as her mentor came on top of her, her black tail swishing madly. ' _Wow…Yoruichi's sex-face is so pretty…'_ Orihime thought, close to orgasm herself.

As Yoruichi snuggled on top of her, purring with her head on Orihime's shoulder, the girl thought about what she was going to do next. She wanted to have some more fun with Yoruichi but the woman looked so adorable as she was now, lost in the throes of ecstasy, that she was just downright adorable. Still, her aching pussy was in dire need of release….

Orihime's musings were cut off when Yoruichi looked down at her, a sexy grin on her face. The orangette giggled as Yoruichi licked her cheek. Yoruichi then got up off of Orihime and rolled her over onto her front. "What?" asked a confused Orihime. "Yoruichi, what are you-OH!"

As Orihime was trying to get up, getting as far as her hands and knees, Yoruichi got behind her and began to lick her pink dripping folds with her lightning-covered tongue. Orihime saw stars as her werecat mentor began to eat her out. If having Yoruichi perform oral on her was intense before, it was downright unbelievable in her lightning cat-form. Orihime literally felt jolts of sheer ecstasy shoot into her as Yoruichi's Shunko-covered tongue licked her wet folds. "YORUICHIII!" Orihime cried, her arms failing her as Yoruichi's tongue wormed deeper and deeper into her, making arcs of white lightning erupt from Orihime's body. "OH! OHH!" she cried out with her butt in the air, Yoruichi lightly scratching her white cheeks playfully. "CAN'T…HOLD…ON!" Orihime groaned as her toes curled, Yoruichi rubbing her clit with a free hand, intoxicated by Orihime's musk. "CUMMMING!" Orihime screamed, climaxing all over Yoruichi's face.

Purring in happiness, Yoruichi leaned back and eagerly licked her face clean of Orihime's juices, addicted to her taste. Orihime, stunned by her shocking orgasm, collapsed onto the ground with her eyes rolled back, her breath ragged. Staring down at her friend, Yoruichi lay down next Orihime and nuzzled her neck lovingly, her black tail swishing happily as she snuggled with her new friend….

 _ **An hour later….**_

 __Orihime opened her eyes to find that her head was on Yoruichi's soft lap. She saw Yoruichi looking down at her with an amused face. "Hello there, sleepyhead. Have a nice nap?" the naked woman asked.

"Oh! Hi, Yoruichi. You're back to normal?" Orihime asked, quickly sitting up.

"Yes, when I feel asleep my transformation wore off. However," her eyes narrowed. "I see that you couldn't resist having fun when I was kittyfied…."

Orihime blushed in embarrassment. "I'm so sorry! It's just…you looked…you looked…so cute," Orihime admitted.

Yoruichi patted her head gently and kissed her forehead. "Well, I can't say I didn't enjoy it either so I'm not mad at all." Leaning forward, Yoruichi began to whisper into her ear. "But I'm still going to get even. See…while you were sleeping, I transferred just a little bit of my power over to you. And it's activated by a certain key phrase:

Black Cat Orihime."

Orihime's eyes widened in shock at her mentors words.. She was engulfed in a whirlwind when her Shunko suddenly activated and her body changing before her mentor. When the whirlwind died down, Yourichi grinned from ear to ear to see Orihime now in a similar transformation. Her hair was now sticking up, looking like cat ears and her tail swished back and forth. Her arms and legs were covered by a clear, air-like aura which also covered her womanly parts. Looking around, she sat on all fours confused. "Meow?"

Patting her lap, Yoruichi gestured to the transformed Orihime. "Here, kitty kitty…."

"Meow!" Orihime happily hopped onto Yoruichi's lap, cuddling with her mentor while purring uncontrollably as Yoruichi scratched her new ears.

"Now then, let's have some more fun, my sexy kitty…."

The End


End file.
